Common use of CUSIP/ISIN Numbers Clause in Contracts

Appears in 1 contract

Samples: Indenture (ER Marks, Inc.)

Appears in 1 contract

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: QVC, INC. Studio Park, 0000 Xxxxxx Xxxxx, MC 207 West Chester, Pennsylvania 19380 Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for ~~him~~itself. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) ~~Signature Guarantee:~~ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ¨ to the Issuer; or (2) ¨ pursuant to an effective registration statement under the Securities Act of 1933; or (3) ¨ inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) ¨ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) ¨ pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or (6) ¨ to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.20 of the Indenture, check the appropriate box:

Appears in 1 contract

Samples: Indenture (QVC Inc)

Appears in 1 contract

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the ~~Company~~ Issuer has caused ~~CUSIP/ISIN~~ CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP/, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The ~~Company~~ Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: ~~QVC~~Carrols Restaurant Group, ~~INC. Studio Park~~Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 ~~Xxxxxx~~ Attention: Xxxxxxx X. Xxxxx, ~~MC 207 West Chester, Pennsylvania 19380 Attention:~~ Vice President and General Counsel I To assign this Note, fill in the form below: (I) or we (we) assign and transfer this Note ~~to:~~ to and irrevocably ~~appoint: Agent~~ appoint to transfer this Note on the books of the ~~Company~~Issuer. The ~~Agent~~ agent may substitute another to act for him. Date: __________ Your Signature: (Sign exactly as your name appears on the ~~other side~~ face of this Note) Signature ~~Guarantee~~guarantee: ~~Signatures~~ (Signature must be guaranteed by ~~an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation~~ a participant in ~~the Security Transfer Agent Medallion Program (“STAMP”) or such other “~~a recognized signature guarantee medallion program~~” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.~~ ) If you want to elect to have ~~all or any part of~~ this Note purchased by the ~~Company~~ Issuer pursuant to ~~Section 4.20~~ Sections 4.10 (Asset Sale) or 4.14 (Change of Control) of the Indenture, check the ~~appropriate box~~box below: If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, state the amount you elect to have purchased: $ Date: __________ Your Signature: (Sign exactly as your name appears on the Note) Tax Identification No.: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Carrols Restaurant Group, Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 Attention: Xxxxxxx X. Xxxxx, Vice President and General Counsel The Bank of New York Mellon Trust Company, N.A., as Trustee 000 Xxxxxxx Xxxx Place, 38th Floor Pittsburgh, PA 15259 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Carrols Restaurant Group, Inc. 8.00% Senior Secured Second Lien Notes due 2022 CUSIP # Reference is hereby made to that certain Indenture dated April 29, 2015 (the “Indenture”) among Carrols Restaurant Group, Inc. (the “Issuer”), the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned __________________ (transferor) (check one box below): hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or hereby requests the Trustee to exchange or register the transfer of a Note or Notes to _____________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW: (1) to the Issuer or any of its subsidiaries; or (2) inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or (3) outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder. Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof. _______________________________________________ Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ____________ NOTICE: To be executed by an executive officer The following exchanges of a part of this Global Note for other 8.00% Senior Secured Second Lien Notes have been made: Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of April 29, 2015, by and among Carrols Restaurant Group, Inc. (the “Issuer”), the guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agent all in accordance with the terms set forth in Article IV of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article XI of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized signatories. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XII OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of _________________ [GUARANTORS] By: Name: Title: Carrols Restaurant Group, Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 Attention: Xxxxxxx X. Xxxxx, Vice President and General Counsel The Bank of New York Mellon Trust Company, N.A., as Trustee 000 Xxxxxxx Xxxx Place, 38th Floor Pittsburgh, PA 15259 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Carrols Restaurant Group, Inc. (the “Issuer”) 8.00% Senior Secured Second Lien Notes due 2022 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Carrols Restaurant Group, Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 Attention: Xxxxxxx X. Xxxxx, Vice President and General Counsel The Bank of New York Mellon Trust Company, N.A., as Trustee 000 Xxxxxxx Xxxx Place, 38th Floor Pittsburgh, PA 15259 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Carrols Restaurant Group, Inc. (the “Issuer”) 8.00% Senior Secured Second Lien Notes due 2022 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: (1) the offer of the Notes was not made to a person in the United States; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be. The Issuer and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) SUPPLEMENTAL INDENTURE, dated as of [_________] (this “Supplemental Indenture”), among [name of Guarantor[s]] (the “Guarantor[s]”), Carrols Restaurant Group, Inc., a Delaware corporation (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.

Appears in 1 contract

Samples: Indenture (Carrols Restaurant Group, Inc.)

Appears in 1 contract

Samples: Indenture (HomeAdvisor, Inc.)

Appears in 1 contract

Appears in 1 contract

Appears in 1 contract

Samples: Indenture (ER Marks, Inc.)

Appears in 1 contract

Appears in 1 contract

Appears in 1 contract

Samples: Indenture (Trilogy International Partners Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the ~~Indenture~~Indenture and the Registration Rights Agreement. Requests may be made to: ~~QVC~~MATCH GROUP, INC. ~~Studio Park~~000 Xxxx 00xx Xxxxxx Xxx Xxxx, ~~0000 Xxxxxx Xxxxx, MC 207 West Chester, Pennsylvania 19380~~ Xxx Xxxx 00000 Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o pursuant to an effective registration statement under the Securities Act of 1933; or (3) o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section ~~4.20~~ 4.14 of the Indenture, check the appropriate box:

Appears in 1 contract

Appears in 1 contract

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the ~~Company has~~ Issuers have caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The ~~Company shall~~ Issuers will furnish to any Holder upon written request and without charge a copy of the ~~Indenture~~Indenture and the Registration Rights Agreement. Requests may be made to: ~~QVC~~Starz, ~~INC. Studio Park~~LLC, 0000 Xxxxxxx Xxxxxx ~~Xxxxx~~Xxxxxxxxx, ~~MC 207 West Chester, Pennsylvania 19380~~ XX 00000 Attention: General Counsel To assign this Note, fill in the form below: I or we assign and transfer this Note ~~to:~~ to (Print or type assignee’s name, address and zip code) (Insert assignee’s soc. sec. or tax I.D. No.) and irrevocably ~~appoint: Agent~~ appoint agent to transfer this Note on the books of the ~~Company~~Issuers. The ~~Agent~~ agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by an Issuer or any Affiliate of an Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuers; or (2) o pursuant to an effective registration statement under the Securities Act of 1933; or (3) o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or (6) o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuers have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuers as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the ~~Company~~ Issuers pursuant to Section 4.08 or Section 4.20 of the Indenture, check the appropriate box:

Appears in 1 contract

Samples: Indenture (Starz, LLC)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the ~~Indenture~~Indenture and the Registration Rights Agreement. Requests may be made to: ~~QVC~~IAC/INTERACTIVECORP 000 Xxxx 00xx Xxxxxx Xxx Xxxx, ~~INC. Studio Park, 0000 Xxxxxx Xxxxx, MC 207 West Chester, Pennsylvania 19380~~ Xxx Xxxx 00000 Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o pursuant to an effective registration statement under the Securities Act of 1933; or (3) o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.20 of the Indenture, check the appropriate box:

Appears in 1 contract

Samples: Indenture (HomeAdvisor, Inc.)

Appears in 1 contract

Samples: Indenture (ANGI Homeservices Inc.)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the ~~Company~~ Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The ~~Company~~ Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: ~~QVC, INC. Studio Park,~~ News Corporation 0000 Xxxxxx ~~Xxxxx~~xx xxx Xxxxxxxx Xxx Xxxx, ~~MC 207 West Chester, Pennsylvania 19380 Attention: General Counsel~~ Xxx Xxxx 00000 ASSIGNMENT I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the ~~Company~~Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ☐ to the Issuer; or (2) ☐ pursuant to a registration statement which has become effective under the Securities Act; or (3) ☐ to a Person reasonably believed to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring for its own account or for the account of a “qualified institutional buyer” in a transaction meeting the requirements of Rule 144A; or (4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence as the Issuer has reasonably requested to determine that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: X. Xxxxxxxxxx (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 3.875% Senior Notes due 2029 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: News Corporation 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx U.S. Bank National Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: X. Xxxxxxxxxx (News Corporation) Reference is hereby made to the Indenture, dated as of April 15, 2021 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank National Association as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the ~~Company~~ Issuer pursuant to Section ~~4.20~~ 4.08 of the Indenture, check the ~~appropriate box~~box below: If you want to have only part of the Note purchased by the Issuer pursuant to Section 4.08 of the Indenture, state the amount you elect to have purchased: ($2,000 or any integral multiple of $1,000 in excess thereof) Date:

Appears in 1 contract

Samples: Indenture (News Corp)

Appears in 1 contract

Appears in 1 contract

Samples: Indenture (Starz, LLC)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the ~~Company~~ Issuer has caused ~~CUSIP/ISIN~~ CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP/, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The ~~Company~~ Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: ~~QVC~~Carrols Restaurant Group, ~~INC. Studio Park~~Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 ~~Xxxxxx Xxxxx, MC 207 West Chester, Pennsylvania 19380~~ Attention: Xxxxx X. Xxxxxx, Vice President, General Counsel I and Secretary To assign this Note, fill in the form below: (I) or we (we) assign and transfer this Note ~~to:~~ to and irrevocably ~~appoint: Agent~~ appoint to transfer this Note on the books of the ~~Company~~Issuer. The ~~Agent~~ agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the ~~other side~~ face of this Note) (Signature ~~Guarantee: Signatures~~ must be guaranteed by ~~an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation~~ a participant in ~~the Security Transfer Agent Medallion Program (“STAMP”) or such other “~~a recognized signature guarantee medallion program~~” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.~~ ) If you want to elect to have ~~all or any part of~~ this Note purchased by the ~~Company~~ Issuer pursuant to ~~Section 4.20~~ Sections 4.10 (Asset Sale) or 4.13 (Change of Control) of the Indenture, check the ~~appropriate box~~box below: If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or 4.13 of the Indenture, state the amount you elect to have purchased: $ Date: Your Signature: (Sign exactly as your name appears on the Note) Tax Identification No.: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Carrols Restaurant Group, Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 Attention: Xxxxx X. Xxxxxx, Vice President, General Counsel and Secretary The Bank of New York Mellon Trust Company, N.A., as Trustee 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15259 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Carrols Restaurant Group, Inc. 5.875% Senior Notes due 2029 CUSIP # Reference is hereby made to that certain Indenture dated June 28, 2021 (the “Indenture”) among Carrols Restaurant Group, Inc. (the “Issuer”), the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned __________________ (transferor) (check one box below): ☐ hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.6 of the Indenture; or ☐ hereby requests the Trustee to exchange or register the transfer of a Note or Notes to _____________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW: (1) ☐ to the Issuer or any of its subsidiaries; or (2) ☐ inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or (3) ☐ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder. Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof. _______________________________________________ Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: NOTICE: To be executed by an executive officer The following exchanges of a part of this Global Note for other 5.875% Senior Notes have been made: Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of June 28, 2021, by and among Carrols Restaurant Group, Inc. (the “Issuer”), the guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article IV of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Note Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Note Guarantee and the Indenture are expressly set forth in Article X of the Indenture and reference is hereby made to such Indenture for the precise terms of this Note Guarantee. No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Note Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator. This is a continuing Note Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Note Guarantee of payment and not of collectability. This Note Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Note Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual, facsimile or electronic signature of one of its authorized signatories. The Obligations of each Guarantor under its Note Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE XI OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of _________________ [GUARANTORS] Name: Title: Carrols Restaurant Group, Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 Attention: Xxxxx X. Xxxxxx, Vice President, General Counsel and Secretary The Bank of New York Mellon Trust Company, N.A., as Trustee 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15259 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Carrols Restaurant Group, Inc. (the “Issuer”) 5.875% Senior Notes due 2029 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount at maturity of the Notes, we hereby certify that such transfer is being effected pursuant to and in accordance with Rule 144A (“Rule 144A”) under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we hereby further certify that the Notes are being transferred to a person that we reasonably believe is purchasing the Notes for its own account, or for one or more accounts with respect to which such person exercises sole investment discretion, and such person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Notes are being transferred in compliance with any applicable blue sky securities laws of any state of the United States. You and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Very truly yours, [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program Carrols Restaurant Group, Inc. 000 Xxxxx Xxxxxx Syracuse, NY 13203 Facsimile: 000-000-0000 Attention: Xxxxx X. Xxxxxx, Vice President, General Counsel and Secretary The Bank of New York Mellon Trust Company, N.A., as Trustee 000 Xxxx Xxxxxx, 12th Floor Pittsburgh, PA 15259 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Re: Carrols Restaurant Group, Inc. (the “Issuer”) 5.875% Senior Notes due 2029 (the “Notes”) Ladies and Gentlemen: In connection with our proposed sale of $________ aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that: (1) the offer of the Notes was not made to a person in the United States; (2) either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States; (3) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and (4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. In addition, if the sale is made during a restricted period and the provisions of Rule 903(b) or Rule 904(b) of Regulation S are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b) or Rule 904(b), as the case may be. The Issuer and you are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. Very truly yours, [Name of Transferor] By: Authorized Signature Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program SUPPLEMENTAL INDENTURE, dated as of [_________] (this “Supplemental Indenture”), among [name of Guarantor[s]] (the “Guarantor[s]”), Carrols Restaurant Group, Inc., a Delaware corporation (the “Issuer”) and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”) under the Indenture referred to below.

Appears in 1 contract

Samples: Indenture (Carrols Restaurant Group, Inc.)

Appears in 1 contract

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the ~~Company~~ Issuer has caused ~~CUSIP/ISIN~~ CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP/, ISIN or other similar numbers in notices of redemption as a convenience to the Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. ~~The Company~~ TPC shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: ~~QVC~~Tutor Perini Corporation 10000 Xxxxx Xxxxxx Xxxxxx, ~~INC. Studio Park,~~ XX 00000 Facsimile: (000) 000-0000 ~~Xxxxxx Xxxxx, MC 207 West Chester, Pennsylvania 19380~~ Attention: ~~General Counsel I~~ Chief Financial Officer To assign this Note, fill in the form below: (I) or we (we) assign and transfer this Note ~~to:~~ to and irrevocably ~~appoint: Agent~~ appoint to transfer this Note on the books of ~~the Company~~TPC. The ~~Agent~~ agent may substitute another to act for him. Date: __________ Your Signature: (Sign exactly as your name appears on the ~~other side~~ face of this Note) Signature ~~Guarantee~~guarantee: ~~Signatures~~ (Signature must be guaranteed by ~~an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation~~ a participant in ~~the Security Transfer Agent Medallion Program (“STAMP”) or such other “~~a recognized signature guarantee medallion program~~” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.~~ ) If you want to elect to have ~~all or any part of~~ this Note purchased by ~~the Company~~ TPC pursuant to ~~Section 4.20~~ Sections 4.08 (Asset Sale) or 4.11 (Change of Control) of the Indenture, check the ~~appropriate box~~box below: If you want to elect to have only part of the Note purchased by TPC pursuant to Section 4.08, 4.11 of the Indenture, state the amount you elect to have purchased: $ Date: __________ Your Signature: (Sign exactly as your name appears on the Note) Tax Identification No.: Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) Tutor Perini Corporation 10000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Chief Financial Officer Wilmington Trust FSB 200 Xxxxx Xxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Facsimile: (000) 000-0000 Attention: Tutor Perini Administrator Re: Tutor Perini Corporation 7⅝% Senior Note due 2018 Reference is hereby made to that certain Indenture dated October 20, 2010 (the “Indenture”) among TPC Rentals Holdings, Inc. (“TPC”), the Guarantors party thereto and Wilmington Trust FSB, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture. This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned __________________ (transferor) (check one box below): hereby requests the Registrar to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above), in accordance with Section 2.06 of the Indenture; or hereby requests the Trustee to exchange or register the transfer of a Note or Notes to _____________ (transferee). In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the periods referred to in Rule 144(b) under the Securities Act of 1933, as amended, the undersigned confirms that such Notes are being transferred in accordance with its terms: (1) to TPC or any of its subsidiaries; (2) inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A under the Securities Act of 1933, as amended, in each case pursuant to and in compliance with Rule 144A thereunder; or (3) outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act of 1933, as amended, in compliance with Rule 904 thereunder. Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof. Signature guarantee: (Signature must be guaranteed by a participant in a recognized signature guarantee medallion program) The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”), and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. [Name of Transferee] Dated: ____________ NOTICE: To be executed by an executive officer The following exchanges of a part of this Global Note for other 7⅝% Senior Notes have been made: Each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under that certain Indenture, dated as of October 20, 2010, by and among Tutor Perini Corporation (the “Issuer”), the Guarantors party thereto and the Trustee (as amended and supplemented from time to time, the “Indenture”) and any additional Guarantors) has guaranteed the Notes and the obligations of the Issuer under the Indenture, which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the Notes of the Issuer, whether at stated maturity, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest, if any, on the Notes, and the due and punctual performance of all other obligations of the Issuer to the Holders or the Trustee all in accordance with the terms set forth in Article 10 of the Indenture, (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise, and (iii) the payment of any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee or any Holder in enforcing any rights under this Guarantee or the Indenture. The obligations of each Guarantor to the Holders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No stockholder, employee, officer, director, general or limited partner, member or incorporator, as such, past, present or future of each Guarantor shall have any liability under this Guarantee by reason of his or its status as such stockholder, employee, officer, director, general or limited partner, member or incorporator. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until released in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders, and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers. The Obligations of each Guarantor under its Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 10 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated. Dated as of October 20, 2010 PERINI BUILDING COMPANY, INC. By: /s/Rxxxxx Band Name: Rxxxxx Band Title: Executive Vice President PERINI ENVIRONMENTAL SERVICES, INC. INTERNATIONAL CONSTRUCTION MANAGEMENT SERVICES, INC. PERINI MANAGEMENT SERVICES, INC. BOW EQUIPMENT LEASING COMPANY, INC. R.E. DXXXXX & CO. PERINI LAND AND DEVELOPMENT COMPANY, INC. PARAMOUNT DEVELOPMENT ASSOCIATES, INC. PERCON CONSTRUCTORS, INC. PERLAND CONSTRUCTION, INC. By: /s/Rxxxxx Band Name: Rxxxxx Band Title: President TXXXX-XXXXXX LLC TXXXX-XXXXXX CORPORATION By: /s/Jxxx X. Xxxxxxx Name: Jxxx X. Xxxxxxx Title: Senior Vice President POWERCO ELECTRIC CORP. TUTOR HOLDINGS, LLC TUTOR PACIFIC CONSTRUCTION, LLC TUTOR MICRONESIA CONSTRUCTION, LLC

Appears in 1 contract

Samples: Indenture Agreement (TUTOR PERINI Corp)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the ~~Company~~ Issuer has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The ~~Company~~ Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to: ~~QVC, INC. Studio Park,~~ News Corporation 0000 Xxxxxx ~~Xxxxx~~xx xxx Xxxxxxxx Xxx Xxxx, ~~MC 207 West Chester, Pennsylvania 19380 Attention: General Counsel~~ Xxx Xxxx 00000 ASSIGNMENT I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the ~~Company~~Issuer. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring while such Note is a Transfer Restricted Note, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ☐ to the Issuer; or (2) ☐ pursuant to a registration statement which has become effective under the Securities Act; or (3) ☐ to a Person reasonably believed to be a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in compliance with Rule 144A under the Securities Act acquiring for its own account or for the account of a “qualified institutional buyer” in a transaction meeting the requirements of Rule 144A; or (4) ☐ in an offshore transaction in compliance with Rule 903 or Rule 904 of Regulation S under the Securities Act; or (5) ☐ to an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that is not a “qualified institutional buyer” and that is purchasing for its own account or for the account of another institutional “accredited investor,” in each case in a minimum principal amount of Notes of US$250,000 and in a transaction exempt from the registration requirements of the Securities Act; or (6) ☐ pursuant to the exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act. You confirm that you have notified any transferee of Notes of the applicable resale restrictions. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other evidence as the Issuer has reasonably requested to determine that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable state and foreign securities laws. Signature The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: News Corporation 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx U.S. Bank Trust Company, National Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: X. Xxxxxxxxxx (News Corporation) Ladies and Gentlemen: This certificate is delivered to request a transfer of $[ ] principal amount of the 5.125% Senior Notes due 2032 (the “Notes”) of News Corporation (collectively with its successors and assigns, the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of another institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes, prior to the date that the Notes no longer bear a Restricted Notes Legend (as defined in the Indenture) (the “Resale Restriction Termination Date”) only (a) to a Person whom we reasonably believe to be a qualified institutional buyer (as defined in rule 144A under the Securities Act) purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to an institutional “accredited investor” (as defined above) and that is purchasing for its own account or for the account of another institutional “accredited investor” in a minimum principal amount of Notes of $250,000 and in a transaction exempt from the registration requirements of the Securities Act, (d) pursuant to an effective registration statement under the Securities Act or (e) pursuant to an exemption from registration provided by Rule 144 under the Securities Act or any other available exemption from the registration requirements of the Securities Act, in each of clauses (a) through (e) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Note evidenced hereby of the resale restrictions set forth above. If any resale or other transfer of the Notes is proposed to be made to an institutional “accredited investor” prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clause 2(a), 2(b), 2(c) or 2(e) above to require the delivery of an opinion of counsel, certifications or other information satisfactory to the Company and the Trustee. Dated: TRANSFEREE: _______________________ By: __________________________________ News Corporation 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx U.S. Bank Trust Company, National Association 000 Xxxx Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: X. Xxxxxxxxxx (News Corporation) Reference is hereby made to the Indenture, dated as of February 11, 2022 (the “Indenture”), among NEWS CORPORATION, a Delaware corporation, as issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________ (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $__________ in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that in connection with the Exchange of the Owner’s Regulation S Global Note for a beneficial interest in the Rule 144A Global Note, with an equal principal amount, the Note[s] or interest in such Note[s] specified herein [is][are] being transferred to a Person (A) who the transferor reasonably believes to be a QIB, (B) purchasing for its own account or the account of a QIB in a transaction meeting the requirements of Rule 144A, and (C) in accordance with all applicable securities laws of the States of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated ______________________. [Insert Name of Transferor] By: Name: Title: The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it understands and acknowledges that the transferor is relying upon the truth and accuracy of the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the ~~Company~~ Issuer pursuant to Section ~~4.20~~ 4.08 of the Indenture, check the ~~appropriate box~~box below:

Appears in 1 contract

Samples: Indenture (News Corp)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the ~~Indenture~~Indenture and the Registration Rights Agreement. Requests may be made to: ~~QVC~~MATCH GROUP, INC. ~~Studio Park~~000 Xxxx 00xx Xxxxxx Xxx Xxxx, ~~0000 Xxxxxx Xxxxx, MC 207 West Chester, Pennsylvania 19380~~ Xxx Xxxx 00000 Attention: General Counsel I or we assign and transfer this Note to: (Insert assignee’s social security or tax I.D. number) (Print or type name, address and zip code of assignee) and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) ¨ to the Issuer; or (2) ¨ pursuant to an effective registration statement under the Securities Act of 1933; or (3) ¨ inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) ¨ outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) ¨ pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: Notice: To be executed by an executive officer OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section ~~4.20~~ 4.14 of the Indenture, check the appropriate box:

Appears in 1 contract

Appears in 1 contract

Samples: Indenture (EDGEWELL PERSONAL CARE Co)

CUSIP/ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP/ISIN numbers to be printed on the Notes and the Trustee may use CUSIP/ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the ~~Indenture~~Indenture and the Registration Rights Agreement. Requests may be made to: QVC, INC. ~~Studio Park,~~ 0000 Xxxxxx ~~Xxxxx, MC 207~~ Xxxxx West Chester, Pennsylvania ~~19380~~ 19382 Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: Agent to transfer this Note on the books of the Company. The Agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act after the later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o pursuant to an effective registration statement under the Securities Act of 1933; or (3) o inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) o outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; (5) o pursuant to the exemption from registration provided by Rule 144 under the Securities Act of 1933; or (6) o to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Notice: To be executed by an executive officer If you want to elect to have all or any part of this Note purchased by the Company pursuant to Section 4.20 of the Indenture, check the appropriate box:

Appears in 1 contract

CUSIP/ISIN Numbers. ~~Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP/ISIN numbers to be printed on~~ The Issuer in issuing the Notes ~~and the Trustee~~ may use a “CUSIP/” number, ISIN ~~numbers~~ and “Common Code” number (in each case if then generally in use), and if so, such CUSIP number, ISIN and Common Code number shall be included in notices of redemption or exchange as a convenience to Holders~~. No~~ ; provided that any such notice may state that no representation is made as to the correctness or accuracy of such ~~numbers~~ number either as printed in the notice or on the ~~Notes or as contained in any notice of redemption~~ Notes, and that reliance may be placed only on the other identification numbers ~~placed thereon~~printed on the Notes. The ~~Company~~ Issuer shall furnish to any Holder upon written request and without charge a copy of the ~~Indenture~~Indenture and the Registration Rights Agreement. Requests may be made to: ~~QVC,~~ HILLTOP HOLDINGS INC. ~~Studio Park, 0000 Xxxxxx~~ 000 Xxxxxxxx Xxxxx, ~~MC 207 West Chester~~Xxxxx 0000 Xxxxxx, ~~Pennsylvania 19380~~ Xxxxx 00000 Attention: General Counsel I or we assign and transfer this Note to: and irrevocably appoint: ~~Agent~~ agent to transfer this Note on the books of the ~~Company~~Issuer. The ~~Agent~~ agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the other side of this Note) ~~Signature Guarantee:~~ Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ~~If you want~~ In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to ~~elect to have all~~ the expiration of the period from the issue date until the date that is one year (in the case of Rule 144A Notes) or 40 days (in the case of Regulation S Notes) after the later of the issue date and the last date that the Issuer or any ~~part~~ of its affiliates was the owner of the Notes or any predecessor of the Notes, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Issuer; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933; or (3) o for so long as the notes are eligible for resale under Rule 144A, to a person the undersigned reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that is purchasing for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A; or (4) o through offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements of the Securities Act of 1933; subject in each of the above cases to any requirement of law that the disposition of the undersigned’s property or the property of an investor account or accounts be at all times within the undersigned’s or account’s control. Unless one of the boxes is checked, the Trustee shall refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee shall be entitled to require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Signature Signature Guarantee: Signature must be guaranteed Signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. The undersigned represents and warrants that it is purchasing this Note ~~purchased by~~ for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the ~~Company~~ meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to ~~Section 4.20~~ Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. Notice: To be executed by an executive officer The following increases or decreases in this Global Note have been made: Hilltop Holdings Inc. 000 Xxxxxxxx Xxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attention: Xxxxx Xxxxxxxxx U.S. Bank National Association 00000 Xxxx Xxxx, Suite 800 Dallas, Texas 75240 Attention: Xxxx Xxxxxxx Ladies and Gentlemen: This certificate is delivered to request a transfer of $150,000,000 principal amount of the ~~Indenture~~5.00% Senior Notes due 2025 (the “Notes”) of Hilltop Holdings Inc., ~~check~~ a Maryland corporation (the ~~appropriate box~~“Issuer”), all as described in the confidential offering memorandum relating to the offering. Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we invest in or purchase securities similar to the Notes in the normal course of our business. We, and any accounts for which we are acting, are each able to bear the economic risk of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any investor account for which we are purchasing Notes, to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Issuer, (b) pursuant to a registration statement that has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”) to a person we reasonably believe is a “qualified institutional buyer” under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirements of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale shall not apply subsequent to the Resale Restriction Termination Date. (Name of Transferee) By: Name: Title: Address: Date: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. CUSIP ISIN No. $

Appears in 1 contract

Samples: Indenture (Hilltop Holdings Inc.)

Appears in 1 contract